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Tech Mahindra Ltd.

BSE: 532755 Sector: IT
NSE: TECHM ISIN Code: INE669C01036
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VOLUME 153843
52-Week high 1837.75
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P/E 21.38
Mkt Cap.(Rs cr) 102,808
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OPEN 1059.90
CLOSE 1058.45
VOLUME 153843
52-Week high 1837.75
52-Week low 944.10
P/E 21.38
Mkt Cap.(Rs cr) 102,808
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tech Mahindra Ltd. (TECHM) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

TECH MAHINDRA LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the standalone financial statements of Tech Mahindra Limited ("theCompany") which comprise the standalone balance sheet as at 31 March 2022 and thestandalone statement of profit and loss (including other comprehensive income) standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2022 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained is sufficient and appropriate to provide a basisfor our opinion on the standalone financial statements.

EMPHASIS OF MATTER

We draw attention to note 38(B) to the standalone financial statements which describesin detail certain matters relating to erstwhile Satyam Computer Services Limited("erstwhile Satyam") amalgamated with the Company with effect from 1 April2011. In accordance with the Scheme approved by the Honourable High Court of HyderabadAndhra Pradesh the Company has presented separately under "Suspense Account(net)" claims made by 37 companies in the City Civil Court for alleged advancesamounting to INR 12304 million to erstwhile Satyam. The Company's management on thebasis of current legal status lack of documentation to support the validity of the claimsand external legal opinion believes that these claims will not be payable on finaladjudication.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

DESCRIPTION OF KEY AUDIT MATTER

Key audit matter How our audit addressed the key audit matter
Revenue recognition on fixed price development contracts Our audit procedures included:
The Company engages in fixed price development contracts including contracts with multiple performance obligations. Revenue recognition in such contracts involves judgments relating to identification of distinct performance obligations determination of transaction price for such performance obligations and the appropriateness of the basis used to measure revenue over a period. • Obtained an understanding of the systems processes and controls for evaluation of fixed price development contracts to identify distinct performance obligations and recognition of revenue.
• Evaluated the design and operating effectiveness of internal controls relating to recording of the contract value determining the transaction price
In case of fixed price development contracts where performance obligations are satisfied over a period of time revenue is recognised using the percentage of completion method based on management's estimate of contract efforts. allocation of consideration to performance obligations measurement of efforts incurred and process around estimation of efforts required to complete the performance obligations and the most appropriate method to recognise revenue.
The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. • On a selected sample of contracts we tested that the revenue recognised is in accordance with the revenue recognition accounting standard. We:
(Refer note 2.3(i) 2.9 and 47 to the standalone financial statements). - evaluated the identification of performance obligations;
- considered the terms of the contracts to determine the transaction price including adjustments for any sums payable to the customer;
- determined if the Company's evaluation of the method used for recognition of revenue is appropriate;
- tested the Company's calculation of efforts incurred estimation of contract efforts including estimation of onerous obligation through a retrospective review of efforts incurred with estimated efforts.
Implementation of a new Information Technology (IT) system Our audit procedures included:
With effect from 1 November 2021 the Company migrated from Peoplesoft system to SAP S/4 Hana (new IT system). The new IT system is used for managing and recording transactions relating to various processes including the revenue process procurement process treasury process fixed assets processes and is the core IT system for financial reporting. • Engaged IT specialists to understand the Company's process surrounding implementation of the new IT system;
• Through the IT specialists tested the General IT control environment of the new IT system IT access and segregation of duties as well as IT-dependent controls within critical business processes;
Implementation of new IT system presents inherent risks including the loss of integrity of the key financial data being migrated and breakdown in operation or monitoring of IT-dependent controls within critical business processes which could lead to financial errors or misstatements and inaccurate financial reporting. • Where required we performed testing on supplementary manual controls and additional substantive testing including using extended sample sizes to test the integrity of the transaction level data;
• In relation to the system migration we tested the controls specifically established over the implementation of the new IT system and migration of key financial data from the legacy system;
• Performed independent verification of the data migration and reconciliation between legacy systems and the new IT system for a sample of general ledger and sub-ledgers.

OTHER INFORMATION

The Company's Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

MANAGEMENT'S AND BOARD OF DIRECTORS' RESPONSIBILITIES FOR THE STANDALONE FINANCIALSTATEMENTS

The Company's Management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the Management and Board ofDirectors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting in preparation of standalone financial statementsand based on the audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors' Report) Order 2020 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2022 onits financial position in its standalone financial statements - Refer Note 32 to thestandalone financial statements;

b. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts- Refer Note 34 (B) to the standalone financial statements;

c. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

d. i. The management has represented that to the best of its knowledge and beliefother than as disclosed in the notes to accounts no funds have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

ii. The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any persons or entities including foreignentities ("Funding Parties") with the understanding whether recorded inwriting or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries.

iii. Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (d) (i) and (d) (ii) contain any material mis-statement.

e. With reference to the dividend declared or paid during the year by the Companyincorporated in India:

i. The dividend declared or paid during the year by the Company is in compliance withSection 123 of the Act;

ii. The final dividend paid by the Company during the year in respect of the samedeclared for the previous year is in accordance with Section 123 of the Companies Act2013 to the extent it applies to payment for dividend; and

iii. As stated in note 19 to the standalone financial statements the Board ofDirectors of the Company have proposed final dividend for the year which is subject to theapproval of the members at the ensuing Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act to the extent it applies to declaration ofdividend.

(C) With respect to the matter to be included in the Auditor's Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONE FINANCIAL STATEMENTSOF TECH MAHINDRA LIMITED FOR THE YEAR ENDED 31 MARCH 2022

With reference to the Annexure referred to in paragraph 1 in "Report on OtherLegal and Regulatory Requirements" of the Independent Auditors' Report to the Membersof the Company on the standalone financial statements for the year ended 31 March 2022 wereport that:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has a regular programme of physicalverification of its Property Plant and Equipment by which all property plant andequipment are verified in a phased manner over a period of three years. In accordance withthis programme certain property plant and equipment were verified during the year. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties (otherthan immovable properties where the Company is the lessee) disclosed in the standalonefinancial statements are held in the name of the Company except for the following whichare not held in the name of the Company (including two leasehold properties):

Description of property Gross carrying value (' million) Held in the name of Whether promoter director or their relative or employee Period held Reason for not being held in the name of the company Also indicate if in dispute
Freehold land located at Bahadurpally Survey No. 62/1A Qutubullapur Mandal Bahadurpally Village District- Ranga Reddy Hyderabad - 500043 measuring 581711 square meters 190 Erstwhile Satyam Computers Services Limited Not applicable 1 April 2011 till date As per the information and explanations provided to us after payment of the stamp duty to the Registrar of the State of Andhra Pradesh the state split into Andhra Pradesh and Telangana due to which the jurisdiction of the registration office has changed. The final demand has not crystallized.
Leasehold land located at Survey no. 1(P) 3(P) 8(P) 40(P) 7l(P) 109 152(P) MIHAN SEZ Area Nagpur - 441108 admeasuring 518241 square meters 470 Erstwhile Satyam Computers Services Limited Not applicable 1 April 2011 till date As per the information given to us the Company has not yet received the adjudication certificate. Mutation proceedings will be initiated after the adjudication certificate is received from the authority.
Leasehold land located at Plot No. S - 1 Maitree Vihar Road Chandrasekharpur Bhubaneswar-751023 admeasuring 55600 square meters 5 Erstwhile Satyam Computers Services Limited Not applicable 1 April 2011 till date As per the information given to us the General Administration Department of Government of Odisha has not yet issued the letter communicating the transfer fees to be paid by the Company. On such payment the property will be registered in the revenue records.

Also refer note 32.6 to the standalone financial statements.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its PropertyPlant and Equipment (including Right of Use assets) or intangible assets or both duringthe year.

(e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The Company is a service company primarily rendering information technologyand related services. Accordingly it does not hold any physical inventories. Accordinglyclause 3(ii)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been sanctioned any workingcapital limits in excess of five crore rupees in aggregate from banks or financialinstitutions on the basis of security of current assets at any point of time of the year.Accordingly clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not provided any guarantee orsecurity or granted any loans or advances in the nature of loans secured or unsecured tocompanies firms limited liability partnership or any other parties during the year. TheCompany has not made any investments in firms or limited liability partnership. TheCompany has made investments in companies or any other parties in respect of which therequisite information is as below.

(a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has not provided loans or provided advances in thenature of loans or stood guarantee or provided security during the year.

Amount in INR million

Particulars Guarantee
Aggregate amount during the year:
Subsidiaries * -
Joint ventures * -
Associates * -
Others -
Balance outstanding as at balance sheet date:
Subsidiaries * 10552
Joint ventures * -
Associates * -
Others -

* As per the Companies Act 2013

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us in our opinion the investments made are prima facie notprejudicial to the interest of the Company. Further the Company has not given anyguarantee or security or loans or advances in the nature of loans during the year.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of a loan given in our opinion therepayment of principal and payment of interest has not been stipulated as the amount arerepayable on demand. As informed to us the Company has made an application for theconversion of the said loan into equity. Further the Company has not given any other loanor advance in the nature of loan to any party during the year.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given. Further the Company has not given any loans / advances inthe nature of loans to any party during the year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan or advance in the nature ofloan granted falling due during the year which has been renewed or extended or freshloans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans oradvances in the nature of loans either repayable on demand or without specifying any termsor period of repayment.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records and based on a legal opinion obtained by management in respectof investments made and loans guarantees and security given by the Company in ouropinion the provisions of Section 185 and 186 of the Act have been complied with.

(v) According to the information and explanations given to us and on the basis of ourexamination of the records the Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under section 148(1) of the Act forany of the services rendered by the Company. Accordingly the provisions of paragraph3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Service tax Duty ofexcise Sales tax and Value added tax during the year since effective July 1 2017 thesestatutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including Goods and ServicesTax (GST) Provident fund Employees' State Insurance Income-Tax Duty of Customs Cessand other statutory dues have been regularly deposited by the company with the appropriateauthorities.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofGST Provident fund Employees' State Insurance Income-Tax Duty of Customs Cess andother statutory dues were in arrears as at March 31 2022 for a period of more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company statutory dues relating to GST Provident FundEmployees State Insurance Income-Tax Service tax Duty of excise Sales tax Value addedtax Duty of Customs or Cess or other statutory dues which have not been deposited onaccount of any dispute are included in Appendix 1.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company did not have any outstandingloans or borrowings from any lender during the year. Accordingly clause 3(ix)(a) of theOrder is not applicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management theCompany has not obtained any term loans during the year. Accordingly clause 3(ix)(c) ofthe Order is not applicable.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that there are no funds havebeen raised on a short-term basis by the Company. Accordingly clause 3(ix)(d) of theOrder is not applicable.

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the company we report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures as defined under Companies Act 2013.

(f) According to the information and explanations given to us and procedures performedby us we report that the company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies as definedunder Companies Act 2013.

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments) Accordingly clause 3(x)(a) of the Order is notapplicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us no fraud by the Company or no material fraudon the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Companies Act 2013 has been filed by the auditorsin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theCompanies Act 2013 where applicable and the details of the related party transactionshave been disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Companies Act 2013are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)

(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)

(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) According to the information and explanations provided to us the Group (as per theprovisions of the Core Investment Companies (Reserve Bank) Directions 2016) has more thanone CIC as part of the Group. The Group has six CIC as part of the Group.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofthe Company. We further state that our reporting is based on the facts up to the date ofthe audit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the company as and when they fall due.

(xx) (a) In our opinion and according to the information and explanations given to usthere is no unspent amount under subsection (5) of section 135 of the Companies Act 2013pursuant to any project. Accordingly clause 3(xx)(a) of the Order is not applicable.

(b) In our opinion and according to the information and explanations given to us thereis no unspent amount under subsection (5) of section 135 of the Companies Act 2013pursuant to any ongoing project. Accordingly clause 3(xx)(b) of the Order is notapplicable.

APPENDIX 1:

Name of the statute Nature of the dues Amount (Rs)* Period to which the amount relates Forum where dispute is pending
Employees Provident Fund & Miscellaneous Provisions Act 1952 Provident fund (refer note 32.5) 2448 March 2013 - April 2014 Central Government Industrial Tribunal
Income Tax Act 1961 Income Tax 40 2004-2005 Honourable Supreme Court
Income Tax Act 1961 Income Tax 6029 2002-2003 to 2009-2010 Honourable High Court **
Income Tax Act 1961 Income Tax 2622 2005-2006 to 2011-2012 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 1878 2001-2002 to 2016-2017 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 481 2011-2012 to 2013-2014 Assessing Officer
Finance Act 1994 Service Tax 12977 2008-2009 to 2013-2014 Supreme Court
Finance Act 1994 Service Tax 2540 2004-2005 to 2014-2015 Customs Excise & Service Tax Appellate Tribunal
Finance Act 1994 Service Tax 4 2019 High Court
Andhra Pradesh VAT Act 2005/ Central Sales Tax Act 1956 Value Added Tax/ Sales Tax 231 2008-2009 to 2010-2011 High Court
Maharashtra Value Added Tax Act 2002 Value Added Tax 32 2008-2009 to 2013-2014 Joint Commissioner of Sales Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Uttar Pradesh) 4 2008-2009 Additional Commissioner of Commercial Tax (Appeals)
Central Sales Tax Act 1956 Central Sales Tax (Gujarat) 12 2006-2007 to 2008-2009 Deputy Commissioner of Commercial Tax (Appeals)
Andhra Pradesh Value Added Tax Act 2005 Value Added Tax 1 2009-2010 Sales Tax Appellate Tribunal
Goods and Service tax 2017 Goods and service tax 8 January 2018 - March 2018 Joint Commissioner of Appeal-Pune States
Ghana - Internal Revenue Act 2000 and Income Tax Act 2015 Income Tax / Withholding Tax 78 April 2013 to March 2019 Commissioner General
Tanzania Revenue Authority VAT / Income tax / Withholding tax 77 2015 - 2017 Regional Manager of Tanzania Revenue Authority
Saudi Arabia - General Authority Withholding tax 137 2007-2009 2018-2020 Manager at General Authority of Zakat and Tax
Uganda tax VAT and Withholding tax 118 2013 - 2018 Uganda Revenue Authority

*Income tax demands are after set-off of advance taxes and carry forward losses.

**The above excludes Income-tax Draft Notices of Demand amounting to Rs 7952 Millionand Rs 9637 Million for financial years 2001-2002 and 2006-2007 respectively issued bythe Additional Commissioner of Income-tax under section 143(3) read with section 147 ofthe Income-tax Act 1961 against which the Company has filed its objections with theDispute Resolution Panel which is pending disposal.

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONE FINANCIAL STATEMENTSOF TECH MAHINDRA LIMITED FOR THE PERIOD ENDED 31 MARCH 2022

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE AFORESAID STANDALONEFINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIESACT 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

OPINION

We have audited the internal financial controls with reference to financial statementsof Tech Mahindra Limited ("the Company") as of 31 March 2022 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols were operating effectively as at 31 March 2022 based on the internal financialcontrols with reference to standalone financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as "the Act").

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk.

The procedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIALSTATEMENTS

A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles.

A company's internal financial controls with reference to standalone financialstatements include those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP Chartered Accountants
Firm's Registration No: 101248W/W-100022
Jamil Khatri Partner
Place: Mumbai Membership No. 102527
Date: 13 May 2022 UDIN:22102527AIXEBV9705

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